REGISTERED NUMBER: 11872154 (England and Wales)

Valpre Capital UK Limited

Audited Financial Statements

for the Year Ended 31 March 2025

Page

Company Information

1

Balance Sheet

2

to

3

Notes to the Financial Statements

4

to

11

DIRECTORS:

A M Hariri

M Abou Chakra

M S Alhakim

M A Beyhum

REGISTERED OFFICE:

13 Montpelier Avenue,

Bexley,

England,

DA5 3AP

REGISTERED NUMBER:

11872154 (England and Wales)

Fixed assets

Tangible assets

6

1,633

6,730

Investments

7

913,311

330,683

914,944

337,413

Current assets

Debtors

8

5,383,783

3,291,019

Cash at bank

138,629

27,126

5,522,412

3,318,145

Creditors

Amounts falling due within one year

9

(441,314

)

(1,458,648

)

Net current assets

5,081,098

1,859,497

Total assets less current liabilities

5,996,042

2,196,910

Creditors

Amounts falling due after more than one year

10

(4,719,810

)

(3,027,050

)

Net assets/(liabilities)

1,276,232

(830,140

)

Capital and reserves

Called up share capital

11

1,400

1,000

Share premium

1,299,650

-

Profit and loss account

(24,818

)

(831,140

)

Shareholders' funds

1,276,232

(830,140

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 6 November 2025 and were signed on its behalf by:

A M Hariri - Director

1.	GENERAL INFORMATION

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:

13 Montpelier Avenue,

Bexley,

England

DA5 3AP

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

3.	ACCOUNTING POLICIES

BASIS OF PREPARATION

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The company's functional and presentational currency is pound sterling.

The Company is a qualifying entity for the purpose of FRS 102 and has elected to take exemption from

disclosure of statement of cash flows.

PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of the directors, the company and its subsidiary undertakings comprise a small group. The company has therefore taken advantage of the exemption provided under S398 of the Companies Act 2006 not to prepare group accounts.

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(i) Useful economic lives of tangible assets

The annual depreciation charge for tangible assets are sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary.

(ii) Impairment of Investment

The Company have assessed whether there is any indication of impairment in the carrying value of the Company's investments. when assessing impairment of investment management consider factors including financial performance and future cash flow projections of the investment company.

(iii) Impairment of Trade and Intercompany Receivables

The company makes an estimate of the recoverable value of Trade and intercompany receivables. When assessing impairment of trade and Intercompany receivables, management considers factors including the current credit rating of the trade and intercompany debtor and historical experience.

(iv) Going concern

The directors consider the company to be a going concern, for the reasons as detailed in accounting policies to these financial statements.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods

GOING CONCERN

The directors have, at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, they adopt a going concern basis of accounting in preparing the financial statements. The directors have considered a period of 12 months from the balance sheet date.

REVENUE RECOGNITION

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates,value added tax and other sales taxes.Turnover is recognised when a contract to provide financial services have been entered and approved by both parties.

TANGIBLE FIXED ASSETS

Tangible assets are stated in the statement of financial position at cost , less any subsequent accumulated depreciation and subsequent accumulated impairment losse.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Asset Class

Depreciation policy

Computer equipment

33% on straight line basis

Furniture and Fixture

25% on straight line basis

INVESTMENTS IN SUBSIDIARIES

Investments in subsidiary undertakings are recognised at cost less impairment.

FINANCIAL INSTRUMENTS

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and financial liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive Income.

TAXATION

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

FOREIGN CURRENCY TRANSACTIONS AND BALANCES

Transactions in foreign currencies are recorded at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the closing rates at the balance sheet date.

All exchange differences are included in the profit and loss account.

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.

SHARE CAPITAL

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2024 - 5 ) .

5.	AUDITORS' REMUNERATION

2025

2024

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

5,550

5,190

6.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 April 2024

and 31 March 2025

14,926

14,684

29,610

DEPRECIATION

At 1 April 2024

9,562

13,318

22,880

Charge for year

3,731

1,366

5,097

At 31 March 2025

13,293

14,684

27,977

NET BOOK VALUE

At 31 March 2025

1,633

-

1,633

At 31 March 2024

5,364

1,366

6,730

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 April 2024

330,683

Additions

609,550

Impairments

(26,400

)

Exchange differences

(522

)

At 31 March 2025

913,311

NET BOOK VALUE

At 31 March 2025

913,311

At 31 March 2024

330,683

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

860,000

-

Other loan

2,225,813

2,210,635

Amounts owed by group undertakings

2,166,157

970,311

Other debtors

8,924

8,919

Deposit office rent

40,501

40,501

VAT

-

11,418

Prepayments

82,388

49,235

5,383,783

3,291,019

The other loans balance of £2,225,813 relates to deep discounted loan inclusive of interests to EVC Kilt Limited, a related party.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Withholding tax payable

11,256

11,256

Corporation tax

12,908

-

PAYE NI liability

26,149

24,245

Pension Liability

797

360

VAT

834

-

Trade creditors

53,010

30,654

Amount owed to group undertaking

-

47,015

Other loan

-

1,300,000

Accrual and deferred income

336,360

45,118

441,314

1,458,648

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.03.2025

31.03.2024

£

£

Other loans - 2-5 years

4,534,778

2,655,825

Directors' loan accounts

185,032

371,225

4,719,810

3,027,050

Other loans-2-5 years of £4,534,778 includes loan from SCP MH Holding of £2,134,733 with 7% rate of interest, loan from TKY Lendco Ltd of £1,400,045 and A Profit Participation Note (PPN) with a principal amount of £1,000,000 has been issued to Safi Mroue and Mona Mroue on 22/02/2025. This instrument entitles the holders to a share of the issuer's profits but does not carry any voting rights or ownership in the company

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,000

Called up share capital

£1

1,000

1,000

400

Issue of share capital

£1

400

-

1,400

1,000

12.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Moganarden Chelvanaigum FCCA (Senior Statutory Auditor)

for and on behalf of SKS Westlake Clark Audit

13.	OTHER FINANCIAL COMMITMENTS

The company had commitments in respect of operating leases totalling £442,216 (2024: £143,075). Out of which total disclosure of £60,904 under 1 year, of £351,522 under 2-5 year and rest of £29,790 are more than 5 year.

14.	RELATED PARTY DISCLOSURES

VC TKY LIMITED (Owns 64.30% of class A Shares (Voting rights))

During the year, the Company accrued interest income of £95,403 (2024: £87,075) on loan notes receivable from VC TKY Limited. The balance due from VC TKY Limited as at the balance sheet date amounted to £962,125 (2024: £ 863,223)

3KY Mayfair Limited (Common directorship with Valpre Capital Limited)

During the year, management fees of £49,626 (2024: £47,307) were accrued in respect of services provided to 3KY Mayfair Limited. The balance due from 3KY Mayfair Limited as at the reporting date amounted to £146,630 (2024: £97,003)

VC PCL1 Limited (Wholly owned Subsidiary)

During the year, intercompany transfers of £70,200 (2024: £10,700) were made to VC PCL1 Limited to support its business operations. Repayments received from VC PCL1 Limited during the year amounted to £69,924 (2024: £Nil). The balance due from VC PCL1 Limited as at the reporting date was £10,972 (2024: £10,700)

VC PBSA1(Wholly owned Subsidiary)

During the year, advisory fees of £631,200 were recognised in respect of services provided to VC PBSA1 Limited.Professional fees of £131,200 (2024: £Nil) were paid to VC PBSA1 Limited during the year. The Company also earned interest income of £39,105 (2024: £Nil) on a deep discount note issued by VC PBSA1 Limited.As at the reporting date, the balance outstanding on the deep discount note was £939,205 (2024: £Nil). Other recoveries amounted to £Nil (2024: £1,000).

VCA

During the year, advisory fees of £332,147 (2024:Nil) were recognised in respect of services provided to VCA Limited Professional fees of £79,730 (2024: £Nil) to VC PBSA1 Limited recognised during the year in respect of services received. As at the reporting date, the balance due from VCA was £38,739(2024-Nil).

UVC LG Limited

As at 31 March 2025, the balance receivable from UVC LG Limited amounted to £450 (2024: Nil)

VC LG Limited

As at 31 March 2025, the balance receivable from VC LG Limited amounted to £667.77 (2024: Nil). All transfers to VC LG Limited have been repaid during the year except for the outstanding balance of £667.77

Directors

During the year, salaries of £65,000 (2024: £65,000) and £160,000 (2024:£133,333) were paid to directors Mohamad Sami Al Hakim and Mazen Abou Chakra, respectively. The directors’ loan payable as at 31 March 2025 amounted to £185,032.

TKY Lendco Limited

During the year, the Company received a transfer of £1,349,944 from TKY Lendco Limited and made repayments of £536,344. The closing balance of loan payable to the related party as at the reporting date was £1,400,045 (2024: £586,445)

SCPMH Holding

The Company has a 7% Deep Discount Note (DDN) payable to SCPMH amounting to £2,134,733 as at 31 March 2025 (2024: £2,069,379). Interest expense accrued on the DDN during the year was £135,354 (2024: £63,703)

EVC KILT (Common Directorship)

As at the reporting date, the Company had an amount receivable of £2,285,813 (2024:£2,210,635) from EVC KILT Limited. During the year, an impairment of £26,400 on investments and £40,572 on advances was recognised. No revenue was earned on the deep discount note during the year (2024: £92,214).

15.	ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.